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NASDAQ: MDAI Spectral AI, Inc. 8-K

Spectral AI formalizes CEO Capone's employment: $500K salary, up to $500K bonus, 200K RSUs

Filed April 22, 2026 · Period ending April 17, 2026 · ~1 min read

3 key changes 2 high relevance 2 sections

Key Changes

  • high

    CEO Vincent Capone receives 200,000 RSUs with 50% already vested April 1, 2026, and remaining 50% vesting April 2027. All unvested shares accelerate upon change of control.

  • high

    Annual bonus structure guarantees minimum $250,000 regardless of performance, with potential to reach $500,000 (100% of base) based on Board-specified milestones.

  • medium

    Employment agreement formalized April 17, 2026, for CEO appointed in February 2026, establishing $500,000 annual base salary.

Summary

Spectral AI formalized the employment terms for CEO Vincent Capone, who was initially appointed in February 2026. The agreement establishes total potential annual cash compensation of up to $1 million ($500K base plus up to $500K bonus), with a guaranteed minimum bonus of $250K regardless of performance outcomes. The equity component grants 200,000 RSUs, half of which vested immediately on April 1, 2026, providing significant near-term value.

Retail investors should note the guaranteed minimum bonus structure, which commits the company to at least $750,000 in annual cash compensation even if performance targets aren't met. The change-of-control acceleration clause on unvested RSUs could influence M&A dynamics. Watch for the Board's disclosure of specific performance milestones tied to the bonus structure, as these will signal management's strategic priorities for the coming year.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~200 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

2 Added
Added CEO employment agreement high

Added in current filing · verify on EDGAR →

On April 17, 2026, the Board of Directors (the “Board”) of the Spectral AI, Inc. (the “Company”) entered into an employment agreement with Vincent S. Capone in relation to his previous appointment as Chief Executive Officer, as previously announced on February 10, 2026.

The company formalized an employment agreement with Vincent Capone, who was previously appointed CEO in February 2026. This 8-K discloses the specific terms of his compensation package.

Added CEO base compensation medium

Added in current filing · verify on EDGAR →

Mr. Capone will receive annual base compensation of $500,000.

The CEO's annual base salary is set at $500,000. This establishes the fixed compensation component for the company's top executive.

Event · Item 9.01 — Financial Statements and Exhibits

~100 words

Spectral AI disclosed an offer letter with Vincent Capone dated April 17, 2026, who signed the 8-K as CEO.

1 Added
Added Executive offer letter medium

Added in current filing · verify on EDGAR →

Offer Letter, by and between Vincent Capone and Spectral AI, Inc., dated April 17, 2026.

The company entered into an offer letter with Vincent Capone on April 17, 2026. Capone signed this 8-K as Chief Executive Officer, suggesting this may relate to his appointment or employment terms. The actual offer letter is attached as Exhibit 99.1 but its contents are not included in this filing excerpt.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 2, 2026 · How we verify